Desa Holdings Corp Sample Contracts

Desa Holdings Corp – AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (June 1st, 2001)

EXHIBIT 10.44 AMENDMENT NO. 3 TO THE CREDIT AGREEMENT As of May 23, 2001 AMENDMENT NO. 3 TO THE CREDIT AGREEMENT dated as of May 23, 2001 (this "Amendment") to the Credit Agreement dated as of May 26, 1999 (as amended by Amendment No. 1 to the Credit Agreement dated as of July 28, 2000 and Amendment No. 2 to the Credit Agreement dated as of January 16, 2001, and as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement") between Desa International, Inc., a Delaware corporation (the "Borrower"), and Bank of America, N.A. (formerly NationsBank, N.A.), as Lender (the "Lender"). Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Credit Agreement. PRELIMINARY STATEMENTS (

Desa Holdings Corp – AMENDMENT AND WAIVER NO. 7 TO THE LOAN DOCUMENTS (June 1st, 2001)

EXHIBIT 10.43 AMENDMENT AND WAIVER NO. 7 TO THE LOAN DOCUMENTS As of May 23, 2001 AMENDMENT AND WAIVER NO. 7 TO THE LOAN DOCUMENTS dated as of May 23, 2001 to the Credit Agreement dated as of November 26, 1997 (as amended and otherwise modified by Amendment and Waiver No. 1 dated as of January 23, 1998, Letter Waiver No. 2 dated as of April 9, 1998, Amendment No. 3 to the Loan Documents dated as of May 26, 1998, Amendment and Waiver No. 4 to the Loan Documents dated as of May 25, 1999, Amendment No. 5 to the Loan Documents dated as of April 7, 2000 and Amendment and Waiver No. 6 to the Loan Documents dated as of January 16, 2001, the "Credit Agreement") among Desa International, Inc., a Delaware corporation (the "Borrower"), Desa Holdings Corporation, a Delaware corporation (the "Parent Guarantor"), the Le

Desa Holdings Corp – AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (January 16th, 2001)

EXHIBIT 10.2 AMENDMENT NO. 2 TO THE CREDIT AGREEMENT As of January 16, 2001 AMENDMENT NO. 2 TO THE CREDIT AGREEMENT dated as of January 16, 2001 (this "Amendment") to the Credit Agreement dated as of May 26, 1999 (as amended by Amendment No. 1 to the Credit Agreement dated as of July 28, 2000, and as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement") between Desa International, Inc., a Delaware corporation (the "Borrower"), and Bank of America, N.A. (formerly NationsBank, N.A.), as Lender (the "Lender"). Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Credit Agreement. PRELIMINARY STATEMENTS (1) The Borrower has requested that the Lender agree to amend the Cre

Desa Holdings Corp – AMENDMENT AND WAIVER NO. 6 TO THE LOAN DOCUMENTS (January 16th, 2001)

EXHIBIT 10.1 AMENDMENT AND WAIVER NO. 6 TO THE LOAN DOCUMENTS As of January 16, 2001 AMENDMENT AND WAIVER NO. 6 TO THE LOAN DOCUMENTS dated as of January 16, 2001 to the Credit Agreement dated as of November 26, 1997 (as amended and otherwise modified by Amendment and Waiver No. 1 dated as of January 23, 1998, Letter Waiver No. 2 dated as of April 9, 1998, Amendment No. 3 to the Loan Documents dated as of May 26, 1998, Amendment and Waiver No. 4 to the Loan Documents dated as of May 25, 1999 and Amendment No. 5 to the Loan Documents dated as of April 7, 2000, the "Credit Agreement") among Desa International, Inc., a Delaware corporation (the "Borrower"), Desa Holdings Corporation, a Delaware corporation (the "Parent Guarantor"), the Lender Parties party thereto, UBS Securities LLC, as a Co-Arranger an

Desa Holdings Corp – AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (October 11th, 2000)

EXHIBIT 10.2 EXECUTION COPY AMENDMENT NO. 1 TO THE CREDIT AGREEMENT As of July 28, 2000 AMENDMENT NO. 1 TO THE CREDIT AGREEMENT dated as of July 28, 2000 (this "Amendment") to the Credit Agreement dated as of May 26, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") between Desa International, Inc., a Delaware corporation (the "Borrower"), and Bank of America, N.A. (formerly NationsBank, N.A.), as Lender (the "Lender"). Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Credit Agreement. PRELIMINARY STATEMENTS (1) The Borrower has requested that the Lender agree to amend the Credit Agreement in order

Desa Holdings Corp – AMENDMENT NO. 5 TO THE LOAN DOCUMENTS (October 11th, 2000)

EXHIBIT 10.1 AMENDMENT NO. 5 TO THE LOAN DOCUMENTS As of April 7, 2000 AMENDMENT NO. 5 TO THE LOAN DOCUMENTS dated as of April 7, 2000 to the Credit Agreement dated as of November 26, 1997 (as amended and otherwise modified by Amendment and Waiver No. 1 dated as of January 23, 1998, Letter Waiver No. 2 dated as of April 9, 1998, Amendment No. 3 to the Loan Documents dated as of May 26, 1998 and Amendment and Waiver No. 4 to the Loan Documents dated as of May 25, 1999, the "Credit Agreement") among Desa International, Inc., a Delaware corporation (the "Borrower"), Desa Holdings Corporation, a Delaware corporation (the "Parent Guarantor"), the Lender Parties party thereto, UBS Securities LLC, as a Co-Arranger and Documentation Agent thereunder, Banc of America Securities LLC (formerly NationsBanc

Desa Holdings Corp – EMPLOYMENT AGREEMENT (January 11th, 2000)

EXHIBIT 10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of the 10th day of November 1999 between Desa International, Inc. whose principal place of business is located at 2701 Industrial Drive, Bowling Green, Kentucky 42101 (hereinafter called the "Corporation"), and W. MICHAEL CLEVY (hereinafter called the "Employee"), residing at 9104 Heritage Drive, Brentwood, Tennessee 37027 and 2175 South Berry's Chapel Road, Franklin, Tennessee 37069. W I T N E S S E T H The Corporation, as directed by the Board of Directors, desires to secure the services of the Employee in an executive capacity for a period commencing on November 10, 1999 (the "Effective Date"), on the terms and conditions hereinafter set forth, and the Employee is willing to accept employment on such terms

Desa Holdings Corp – AMENDMENT AND WAIVER NO. 4 TO THE LOAN DOCUMENTS (July 13th, 1999)

EXHIBIT 10 EXECUTION COPY AMENDMENT AND WAIVER NO. 4 TO THE LOAN DOCUMENTS As of May 25, 1999 AMENDMENT AND WAIVER NO. 4 TO THE LOAN DOCUMENTS dated as of May 25, 1999 to the Credit Agreement dated as of November 26, 1997 (as amended and otherwise modified by Amendment and Waiver No. 1 dated as of January 23, 1998, Letter Waiver No. 2 dated as of April 9, 1998 and Amendment No. 3 to the Loan Documents dated as of May 26, 1998, the "Credit Agreement") among Desa International, Inc., a Delaware corporation (the "Borrower"), Desa Holdings Corporation, a Delaware corporation (the "Parent Guarantor"), the Lender Parties party thereto, UBS Securities LLC, as a Co- Arranger and Documentation Agent thereunder, Banc of America Securit

Desa Holdings Corp – CREDIT AGREEMENT (May 28th, 1999)

EXHIBIT 10.37 CREDIT AGREEMENT Dated as of May 26, 1999 DESA INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), and NATIONSBANK, N.A. (together with its successors and assigns, the "Lender"), agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01. Certain Defined Terms. Capitalized terms not otherwise defined in this Agreement shall have the same meanings as specified therefor in the Credit Agreement dated as of November 26, 1997 (as amended and otherwise modified by Amendment and Waiver No. 1 dated as of January 23, 1998, Letter Waiver No. 2 dated as of April 9, 1998, Amendment No. 3 to the Loan Documents dated as of May 26, 1998 and Amendment and Waiver No. 4 to the Loan Documents dated as of May

Desa Holdings Corp – AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (January 11th, 1999)

EXHIBIT 10.1 DESA HOLDINGS CORPORATION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of October 9, 1998 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of October 9, 1998, by and among Desa Holdings Corporation, a Delaware corporation (the "Company"), those persons identified as the JWC Holders on the signature pages hereof (the "JWC Holders"), those persons identified as the Management Holders on the signature pages hereof (the "Management Holders") and those persons identified as the Other Holders on the signature pages hereof (the "Other Holders"). RECITALS A. The Company has heretofore issued certain shares of Common Stock (

Desa Holdings Corp – PREFERRED STOCK TAGALONG AGREEMENT (January 11th, 1999)

EXHIBIT 10.3 PREFERRED STOCK TAGALONG AGREEMENT THIS PREFERRED STOCK TAGALONG AGREEMENT (this "Agreement") is entered into as of October 9, 1998 by and among (i) Desa Holdings Corporation, a Delaware corporation (as hereinafter further defined, the "Company"), (ii) J.W. Childs Equity Partners, L.P., a Delaware limited Partnership ("JWC Equity Partners"), (iii) JWC Equity Funding, Inc., a Delaware corporation, and (iv) those persons listed as the Preferred Holders on the signature pages hereof (as hereinafter further defined, the "Preferred Holders"). RECITALS A. JWC Equity Partners owns a majority of the issued and outstanding shares of Common Stock (as hereinafter defined) of the Company. B. Concurrently with the execution and delivery of this Agreement, the Preferred Holders have purchased cer

Desa Holdings Corp – PURCHASE AGREEMENT (January 11th, 1999)

EXHIBIT 10.2 DESA HOLDINGS CORPORATION PURCHASE AGREEMENT 17,400.17827 Shares of Series C 12% Senior Redeemable Exchangeable Pay-In-Kind Stock Warrants to Purchase 260,212 Shares of Common Stock 638,693 Shares of Common Stock DATED October 9, 1998 TABLE OF CONTENTS Page Section 1. Authorization and Closing...

Desa Holdings Corp – CONDITIONS OF AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER (January 11th, 1999)

EXHIBIT 10.4 THE SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 9, 1998, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY. THIS WARRANT AND THE COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT AND THE COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IF BOTH (i) (a) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, OR (b) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE S

Desa Holdings Corp – STOCKHOLDERS AGREEMENT (October 9th, 1998)

EXHIBIT 10.2 DESA HOLDINGS CORPORATION STOCKHOLDERS AGREEMENT Dated as of November 26, 1997 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of November 26, 1997, by and among Desa Holdings Corporation, a Delaware corporation (the "Company"), those persons listed as the JWC Holders on the signature pages hereof (the "JWC Holders"), those persons listed as the Management Holders on the signature pages hereof (the "Management Holders") and those persons listed as the Other Holders on the signature pages hereof (the "Other Holders"). RECITALS A. Concurrently with the execution and delivery of this Agreement, the Company has issued certain shares of Common Stoc

Desa Holdings Corp – 1998 STOCK OPTION PLAN (October 9th, 1998)

EXHBIBIT 10.1 ================================================================= DESA HOLDINGS CORPORATION 1998 STOCK OPTION PLAN ================================================================= DESA HOLDINGS CORPORATION 1998 STOCK OPTION PLAN TABLE OF CONTENTS Page 1. PURPOSE 1 2. ADMINISTRATION OF THE PLAN 1 3. STOCK SUBJECT TO THE PLAN 3 4. AUTHORITY TO GRANT OPTIONS 3 5. WRITTEN OPTION AGREEMENT 4 6.

Desa Holdings Corp – MANUFACTURING AND SUPPLY AGREEMENT (April 30th, 1998)

EXHIBIT 10.20 MANUFACTURING AND SUPPLY AGREEMENT MADE AND ENTERED INTO BY AND BETWEEN: DESA INTERNATIONAL, INC., AND TANGIBLE IND. CO., LTD., AND SHINN FU CORPORATION MANUFACTURING AND SUPPLY AGREEMENT Entered into as of March 1, 1992, between DESA International, Inc., with its principal place of business located in Bowling Green, Kentucky, U.S.A., hereinafter referred to as DESA, and Tangible Ind. Co., Ltd., with its principal place of business located in Taipei, Taiwan, R.O.C., hereinafter referred to as Tangible, and Shinn Fu Corporation with its principal place of business located in Taipei, Taiwan, R.O.C., hereinafter referred to as SF.

Desa Holdings Corp – EMPLOYMENT AGREEMENT (January 27th, 1998)

EXHIBIT 10.30 Amended and Restated EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made as of the 1st day of March, 1996 and amended and restated as of November 26, 1997 (the "Restatement Date"), between Desa International, Inc. whose principal place of business is located at 2701 Industrial Drive, Bowling Green, Kentucky 42101 (hereinafter called the "Corporation"), and TERRY G. SCARIOT (hereinafter called the "Employee"), residing at 161 Mooreborough, Bowling Green, Kentucky 42103. W I T N E S S E T H The Corporation, as directed by the Board of Directors, desires to secure the services of the Employee in an executive capacity for a period commencing on March 1, 1996 (the "Effective Date"), on the terms and conditions and subject to the ri

Desa Holdings Corp – MANUFACTURER'S REPRESENTATIVE AGREEMENT (January 27th, 1998)

EXHIBIT 10.13 DESA INTERNATIONAL MANUFACTURER'S REPRESENTATIVE AGREEMENT Agreement made on this 17th day of July, 1997, between DESA International, Bowling Green, Kentucky herein termed "Manufacturer" and: NAME: Sales Managers, Inc. ADDRESS: 3865 Holcomb Bridge Road CITY: Norcross, GA 30092 herein termed "Representative." SECTION 1 RESPONSIBILITIES OF REPRESENTATIVE Manufacturer grants Representative the right to solicit orders for the purchase of Manufacturer's products (as listed in Section 2C) within Representative's Area of Responsibility (Section 3). Representative agrees to extend best efforts to achieve the Company's sales objectives for its products within Representative's Area of Responsibility and to assist Manufacturer establish and develop customer accounts

Desa Holdings Corp – MANUFACTURER'S REPRESENTATIVE AGREEMENT (January 27th, 1998)

EXHIBIT 10.7 DESA INTERNATIONAL MANUFACTURER'S REPRESENTATIVE AGREEMENT Agreement made on this 1st day of June, 1997, between DESA International, Bowling Green, Kentucky herein termed "Manufacturer" and: NAME: The Upper Midwest Group Inc. ADDRESS: 14631 Martin Drive CITY: Eden Prairie, MN 55344 herein termed "Representative." SECTION 1 RESPONSIBILITIES OF REPRESENTATIVE Manufacturer grants Representative the right to solicit orders for the purchase of Manufacturer's products (as listed in Section 2C) within Representative's Area of Responsibility (Section 3). Representative agrees to extend best efforts to achieve the Company's sales objectives for its products within Representative's Area of Responsibility and to assist Manufacturer establish and develop customer acco

Desa Holdings Corp – 97/8% Senior Subordinated Notes due 2007 (January 27th, 1998)

EXHIBIT 4.4 97/8% Senior Subordinated Notes due 2007 CUSIP: 232971AA9 No. 1 $130,000,000 DESA INTERNATIONAL, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of One Hundred Thirty Million Dollars, or such greater or lesser amount as may from time to time be endorsed on Schedule A hereto, on December 15, 2007. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Dated: November 26, 1997 DESA INTERNATIONAL, INC. By:______________________________

Desa Holdings Corp – SUPPLY AGREEMENT (January 27th, 1998)

EXHIBIT 10.26 SUPPLY AGREEMENT DESA INDUSTRIES OF CANADA INC. AND H.D. HUDSON MANUFACTURING COMPANY APPENDIX (I) Exception to the "Direct Ship Commission" is Costco, for which a commission on net sales of 6% is payable. H.D. HUDSON MANUFACTURING COMPANY DISTRIBUTION AGREEMENT THIS AGREEMENT is made November 15, 1995 between H.D. Hudson Manufacturing Company, incorporated under the laws of the State of Minnesota, having its principal office at 500 North Michigan Avenue, Chicago, Illinois 60611 ("Manufacturer") and Desa Industries of Canada Inc., at 2220 Argentina Road, Unit #3-4; Missasa

Desa Holdings Corp – MANUFACTURER'S REPRESENTATIVE AGREEMENT (January 27th, 1998)

EXHIBIT 10.12 DESA INTERNATIONAL MANUFACTURER'S REPRESENTATIVE AGREEMENT Agreement made on this 3rd day of March, 1996, between DESA International, Bowling Green, Kentucky herein termed "Manufacturer" and: NAME: Marketing Services Group, Inc. ADDRESS: P.O. Box 20312 CITY: Bowling Green, KY 42102-6312 herein termed "Representative." SECTION 1 RESPONSIBILITIES OF REPRESENTATIVE Manufacturer grants Representative the right to solicit orders for the purchase of Manufacturer's products (as listed in Section 2C) within Representative's Area of Responsibility (Section 3). Representative agrees to extend best efforts to achieve the Company's sales objectives for its products within Representative's Area of Responsibility and to assist Manufacturer establish and develop customer

Desa Holdings Corp – MANUFACTURER'S REPRESENTATIVE AGREEMENT (January 27th, 1998)

EXHIBIT 10.14 DESA INTERNATIONAL MANUFACTURER'S REPRESENTATIVE AGREEMENT Agreement made on this 5th day of June, 1991, between DESA International, Bowling Green, Kentucky herein termed "Manufacturer" and: NAME: Manufacturers Products, Inc. ADDRESS: 342 N. County Rd. 400 East CITY: Valparaiso, IN 46383 herein termed "Representative." SECTION 1 RESPONSIBILITIES OF REPRESENTATIVE Manufacturer grants Representative the right to solicit orders for the purchase of Manufacturer's products (as listed in Section 2C) within Representative's Area of Responsibility (Section 3). Representative agrees to extend best efforts to achieve the Company's sales objectives for its products within Representative's Area of Responsibility and to assist Manufacturer establish and develop customer

Desa Holdings Corp – MANUFACTURER'S REPRESENTATIVE AGREEMENT (January 27th, 1998)

EXHIBIT 10.6 DESA INTERNATIONAL MANUFACTURER'S REPRESENTATIVE AGREEMENT Agreement made on this 3rd day of March, 1996, between DESA International, Bowling Green, Kentucky herein termed "Manufacturer" and: NAME: Sales & Marketing Specialists ADDRESS: 6116A Highway 9 CITY: Parkville, MO 64152 herein termed "Representative." SECTION 1 RESPONSIBILITIES OF REPRESENTATIVE Manufacturer grants Representative the right to solicit orders for the purchase of Manufacturer's products (as listed in Section 2C) within Representative's Area of Responsibility (Section 3). Representative agrees to extend best efforts to achieve the Company's sales objectives for its products within Representative's Area of Responsibility and to assist Manufacturer establish and develop customer accounts

Desa Holdings Corp – REGISTRATION RIGHTS AGREEMENT (January 27th, 1998)

EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT by and among DESA International, Inc. and DESA Holdings Corporation and NationsBanc Montgomery Securities, Inc. and UBS Securities LLC Dated as of November 26, 1997 This Registration Rights Agreement (this "Agreement") is made and entered into as of November 26, 1997 by and among DESA International, Inc., a Delaware corporation (the "Company"), DESA Holdings Corporation, a Delaware Corporation (the "Guarantor"), and NationsBanc Montgomery Securities, Inc. and UBS Securities LLC (each an "Initial Purchaser" and, collectively, the "

Desa Holdings Corp – SUPPLY AGREEMENT (January 27th, 1998)

EXHIBIT 10.23 P.A.T. PINS/FASTENERS SUPPLY AGREEMENT This AGREEMENT is made and entered into as of the 9th day of March, 1990 between International Pin, which has its principal place of business located at 25000 South Western Avenue, Park Forest, Illinois, and DESA International Inc., a Delaware corporation with its principal place of business located at 2701 Industrial Drive, Bowling Green, Kentucky (referred to as DESA): Because International Pin manufactures and desires to sell certain pins or fasteners to DESA for distribution and sale in the United States, Canada and Europe, and Because, DESA desires to purchase certain pins or fasteners for distribution and sale in the United States, Canada, and Europe, the parties agree to the following terms and conditions with respect to these desir

Desa Holdings Corp – AGREEMENT (January 27th, 1998)

EXHIBIT 10.21 AGREEMENT This Agreement is made and entered into as of the 24th day of October, 1995, between DESA International, Inc., a Delaware corporation, which has its principal place of business located at 2701 Industrial Drive, Bowling Green, Kentucky 42101 (hereinafter referred to as "DESA") and BYSE Electrodomesticos, S.A., which has its principal place of business located at Calle Itaroa 1, Huarte, Pamplona (Navarra), Spain 31620 (hereinafter referred to as "BYSE"): WHEREAS, DESA and BYSE desire to enter into an agreement with regard to a new line of 3 and 5 plaque vent free gas heaters (hereinafter referred to as the "Products") per Attachment A, to be manufactured by BYSE and introduced by DESA in the United States and Canada in 1996. DESA and BYSE agree to the

Desa Holdings Corp – AGREEMENT TO PROVIDE SERVICES (January 27th, 1998)

EXHIBIT 10.4 AGREEMENT TO PROVIDE SERVICES This Agreement to Provide Services (the "Agreement"), is made and entered into effective this 8th day of July, 1997, by and between DESA International, Inc., 2701 Industrial Drive, P.O. Box 90004, Bowing Green, Kentucky 42102-9004, (hereafter referred to as "Company"), and The Hamilton Ryker Company, located at P.O. Box 1068, Martin, Tennessee 38237, (hereinafter referred to as "Supplier"). WITNESSETH: WHEREAS, Company desires to lease Supplier's employees to supplement its work force in the operation of its manufacturing process at its plant(s) located at: Shelbyville and Manchester, Tennessee, (herein referred to as the "Plant"); and WHEREAS, Supplier is ready, willing, and able to provide personnel in sufficient quantities to work in Company's manufacturing process at the Plant (herein

Desa Holdings Corp – MANUFACTURER'S REPRESENTATIVE AGREEMENT (January 27th, 1998)

EXHIBIT 10.8 DESA INTERNATIONAL MANUFACTURER'S REPRESENTATIVE AGREEMENT Agreement made on this __ day of ________________, 199_, between DESA International, Bowling Green, Kentucky herein termed "Manufacturer" and: NAME: Marketing Consultants Inc. ADDRESS: 19 East St. Charles Road CITY: Lombard, IL 60148 herein termed "Representative." SECTION 1 RESPONSIBILITIES OF REPRESENTATIVE Manufacturer grants Representative the right to solicit orders for the purchase of Manufacturer's products (as listed in Section 2C) within Representative's Area of Responsibility (Section 3). Representative agrees to extend best efforts to achieve the Company's sales objectives for its products within Representative's Area of Responsibility and to assist Manufacturer establish and develop

Desa Holdings Corp – AGREEMENT (January 27th, 1998)

EXHIBIT 10.27 AGREEMENT This Agreement is made and entered into as of the 15th day of December, 1997, between DESA International, Inc., a Delaware corporation, which has its principal place of business located at 2701 Industrial Drive, Bowling Green, Kentucky 42101 (hereinafter referred to as DESA) and Sengoku Works, Ltd., which has its principal place of business located at 395 Bessho-cho, Kasai City, Hyogo Pref., Japan (hereinafter referred to as Sengoku): WHEREAS, DESA and Sengoku desire to enter into an agreement with regard to vent free gas heaters (hereinafter referred to as the Products) per Attachment A, to be manufactured by Sengoku and marketed by DESA. DESA and Sengoku agree to the following terms and conditions: 1. (a) The term of this Agreement will be from the execution date of th

Desa Holdings Corp – AGREEMENT FOR THE EXPLOITATION OF JOINT INVENTION (January 27th, 1998)

EXHIBIT 10.15 AGREEMENT FOR THE EXPLOITATION OF JOINT INVENTION THIS AGREEMENT FOR THE EXPLOITATION OF JOINT INVENTION (this "Agreement") is made and entered into as of the __ day of _________, 1996, by and between WORGAS BRUCIATORI SRL, an Italian company having its registered office at Via Coppi 17, 41043 Formigine (Modena), Italy ("WORGAS") and DESA INTERNATIONAL, a Delaware, U.S.A. corporation having its registered office at 2701 Industrial Drive, Bowling Green, Kentucky 42102-9004, U.S.A., ("DESA"). WHEREAS, the method of preventing log impingement of yellow flames in a vent-free artificial gas log set more fully described in Exhibit A hereto, (the "Invention") was invented jointly by Gunther Berthold ("Berthold"), an employee of WORGAS, and by John S. Thomas ("Thomas"), an employee of DESA; and WHEREAS, the parties

Desa Holdings Corp – EXCLUSIVE SELLING RIGHTS AGREEMENT (January 27th, 1998)

EXHIBIT 10.25 EXCLUSIVE SELLING RIGHTS AGREEMENT THIS AGREEMENT is made on the ninth day of January, 1996. The Undersigned: 1. The private company with limited liability "DESA EUROPE B.V.", with its registered offices in Rotterdam, hereinafter referred to as "Desa", duly represented by its director, Mr. G. H. Salters; and: 2. The company organized under foreign (Australian) laws "SEELEY INTERNATIONAL PTY. LTD.", with its registered offices in Saint Marys (South Australia), hereinafter referred to as "Seeley", duly represented by its director, Mr. R.A. Arnold; WHEREAS 1. Seeley produces portable evaporative coolers in different models and under different brand names, hereinafter referred to as "the Products"; 2. Seeley is owner of the exclusive rights, in particular intellectual property rights and/or models and/or drawings thereto or thereof, and has had these rights, wher

Desa Holdings Corp – MEMORANDUM OF UNDERSTANDING (January 27th, 1998)

EXHIBIT 10.22 MEMORANDUM OF UNDERSTANDING A. NU-TEC Incorporated (NU-TEC) has designed, manufactures and sells Townsend, Amity, Brendan and Upland wood-burning stoves. NU-TEC represents that it owns the unencumbered right, title and interest in and to the cast-iron body designs that it sells. The design of the Amity cast-iron stove and the Hepplewhite cast-iron stove are the sole property of NU-TEC. NU-TEC will indemnify and defend DESA from any claims or cost arising from breach of these warranties that would prevent DESA from marketing these designs. B. DESA desires to procure and market under the DESA Brands, such as VANGUARD, the Amity (Federal) Gas Stove Body and Hepplewhite Gas stove Body designs developed by NU-TEC. DESA promises not to procure

Desa Holdings Corp – MANAGEMENT INCENTIVE PLAN (January 27th, 1998)

EXHBIIT 10.2 DESA INTERNATIONAL, INC. MANAGEMENT INCENTIVE PLAN March 1, 1997 DESA INTERNATIONAL, INC. MANAGEMENT INCENTIVE PLAN Section 1. Definitions a. "Base Salary" means the regular basic compensation paid for the twelve (12) month period preceding the end of each "Plan; Year." b. "Board of Directors" means the Board of Directors of the Company. c. "Company" means DESA International, Inc. d. "Key Employee" meas a salaried employee of the Company designated as a Key Employee by the Company, as approved by the Board of Directors. e. "Key Objectives" means the se

Desa Holdings Corp – MANUFACTURER'S REPRESENTATIVE AGREEMENT (January 27th, 1998)

EXHIBIT 10.9 DESA INTERNATIONAL MANUFACTURER'S REPRESENTATIVE AGREEMENT Agreement made on this 3rd day of March, 1996, between DESA International, Bowling Green, Kentucky herein termed "Manufacturer" and: NAME: Belmont Enterprises, Inc. ADDRESS: 731 Lingco Drive, Suite 101 CITY: Richardson, TX 75081 herein termed "Representative." SECTION 1 RESPONSIBILITIES OF REPRESENTATIVE Manufacturer grants Representative the right to solicit orders for the purchase of Manufacturer's products (as listed in Section 2C) within Representative's Area of Responsibility (Section 3). Representative agrees to extend best efforts to achieve the Company's sales objectives for its products within Representative's Area of Responsibility and to assist Manufacturer establish and develop customer